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HomeMy WebLinkAboutReso 116-22 Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin CFD 2015-1RESOLUTION NO. 116 — 22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF THE CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING), IMPROVEMENT AREA NO. 4; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING THE SALE AND DELIVERY OF SPECIAL TAX BONDS PURSUANT TO SAID PURCHASE CONTRACT; APPROVING THE FORM AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND THE PREPARATION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT TO BE DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AND APPROVING EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND TAKING OF ACTIONS AS NECESSARY TO IMPLEMENT THE ISSUANCE, SALE AND DELIVERY OF THE BONDS WHEREAS, the City Council (the "City Council") of the City of Dublin (the "City") has previously conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to form the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1") and a "Future Annexation Area" which has been the subject of annexations into CFD No. 2015-1 from time to time, to authorize the levy of special taxes upon the land within prescribed improvement areas of CFD No. 2015-1 (the "Special Taxes"), and to issue special tax bonds for the improvement areas of CFD No. 2015-1 secured thereby for the purpose of financing all or a portion of the cost and expense of certain authorized public capital facilities and capital facility impact fees (the "Authorized CFD Public Improvements"); and WHEREAS, Resolution No. 96-15, adopted by the City Council on June 2, 2015 (the "Resolution of Formation"), among other things, authorized the financing of the Authorized CFD Public Improvements via the levy of the Special Taxes upon the taxable property within each of five improvement areas of CFD No. 2015-1 (including Improvement Area No. 4); and WHEREAS, the owners of all the land in Improvement Area No. 4 of CFD No. 2015-1 have delivered to the City the unanimous approvals required to officially annex Improvement Area No. 4 into CFD No. 2015-1, to levy the Special Tax within Improvement Area No. 4 and to incur bonded indebtedness for Improvement Area No. 4 in the maximum principal amount of $28,000,000; and WHEREAS, by this Resolution (this "Resolution"), in order to provide financing for a portion of the costs and expenses of Authorized CFD Public Improvements, the City Council, acting on behalf of CFD No. 2015-1, desires to provide for the issuance, sale and delivery of its City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022 (the "2022 Bonds"); and WHEREAS, there has been submitted to the City Council for consideration at this meeting forms of the following documents: (a) a Fiscal Agent Agreement (the "Fiscal Agent Agreement"), between the City, for and on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 4, and U.S. Bank Trust Company, National Association, as fiscal Reso. No. 116-22, Item 8.1, Adopted 09/20/2022 Page 1 of 4 agent (the "Fiscal Agent"), providing for the issuance, execution, delivery and administration of the 2022 Bonds upon the security of and payable solely from the proceeds of the Special Taxes levied in Improvement Area No. 4 and certain prescribed portions of the proceeds of sale of the 2022 Bonds; (b) a Purchase Contract (the "Purchase Contract"), between the City and Hilltop Securities, Inc., as underwriter (the "Underwriter"), providing for the sale by the City and the purchase by the Underwriter of the 2022 Bonds; (c) a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), by which the City agrees to provide an annual report providing certain information relating to the 2022 Bonds as described therein; and (d) a Preliminary Official Statement (the "Preliminary Official Statement"), providing certain information about the City, CFD No. 2015-1, Improvement Area No. 4, and the owners and developers of the property in Improvement Area No. 4 to enable prospective purchasers of the 2022 Bonds to make an informed investment decision; and WHEREAS, the City Council wishes by this Resolution to approve the forms of the Fiscal Agent Agreement, Purchase Contract and Continuing Disclosure Certificate and to authorize the City Manager (or any person designated in writing by the City Manager to act on his or her behalf, including the Assistant City Manager and the Director of Finance & Administrative Services; all references hereafter in this Resolution to the City Manager shall be deemed to include reference to any such designee) to execute and deliver each of them, subject to such modifications as the City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or Bond Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 Bonds; and WHEREAS, the City Council further wishes by this Resolution to approve the Preliminary Official Statement and to authorize and direct the delivery thereof to the Underwriter, subject to such modifications as the City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 Bonds, and to authorize and direct the preparation, execution and delivery of a final Official Statement to be derived therefrom; and WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the 2022 Bonds as contemplated by this Resolution and the execution and delivery of the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. Without limiting the generality of the foregoing, the City Council hereby finds and determines that the 2022 Bonds and the authorized applications of the proceeds of sale thereof are in compliance with the City's Local Goals and Policies Concerning Use of the Mello -Roos Community Facilities Act of 1982. NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows: Section 1. The foregoing recitals are true and correct, and the City Council hereby so finds and determines. Reso. No. 116-22, Item 8.1, Adopted 09/20/2022 Page 2 of 4 Section 2. The City Council hereby authorizes the issuance of the 2022 Bonds pursuant to the Act, this Resolution and the Fiscal Agent Agreement in an aggregate principal amount to be set forth in the Purchase Contract, subject to the limitations provided in Section 4 hereof. The 2022 Bonds shall be issued as the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022," or similar designation. The 2022 Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. Section 3. The City Council hereby approves the Fiscal Agent Agreement, the Purchase Contract and the Continuing Disclosure Certificate in the respective forms presented. The City Manager is hereby authorized and directed to execute each of these three agreements, for and in the name and on behalf of the City, subject to such modifications as the City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Bond Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 Bonds. The City Council hereby authorizes the performance by the City and its officers and employees of the duties and obligations imposed upon the City and its officers and employees under the terms of each of the three agreements. Without limiting the generality of the foregoing, the City shall coordinate with the Fiscal Agent to apply the proceeds of the 2022 Bonds for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. Section 4. The City Manager is hereby authorized and directed to accept the offer of the Underwriter to purchase the 2022 Bonds as set forth in the Purchase Contract, as executed by the Underwriter and by the City Manager, for and in the name and on behalf of the City; provided, that (a) the aggregate principal amount of the 2022 Bonds shall not exceed $28,000,000, which is the maximum authorized indebtedness limit for Improvement Area No. 4 of CFD 2015-1, and (b) the Underwriter's discount on the 2022 Bonds does not exceed 1.5% of the par amount, and the true interest cost does not exceed 7.0%. As required by Section 53345.8 of the Act, the City Council finds and determines that the value of the real property subject to the special tax in Improvement Area No. 4 of CFD 2015-1 is at least three times the maximum principal amount of the 2022 Bonds to be issued under the Fiscal Agent Agreement and the principal amount of all other bonds that are secured by a special tax levied pursuant to the Act or a special assessment on property within Improvement Area No. 4. The City Council further finds and determines that the sale of the 2022 Bonds to the Underwriter by negotiated sale will result in a lower overall interest cost to the City and Improvement Area No. 4 of CFD 2015-1. Section 5. The City Council hereby approves the Preliminary Official Statement in the form presented. The City Manager is hereby authorized and directed to approve changes to the Preliminary Official Statement prior to its dissemination to the Underwriter and prospective investors, and to execute and deliver a final Official Statement (the "Official Statement") to be derived from the Preliminary Official Statement, for and in the name and on behalf of the City, with such changes or additions thereto as the City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 Bonds. The City Council hereby authorizes the Underwriter to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the 2022 Bonds and to deliver copies of the Official Statement to all actual purchasers of the 2022 Bonds. The City Manager is hereby authorized and directed to execute a certificate or certificates to the effect that the Preliminary Official Statement is deemed "final" for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934 as of its date of distribution. Reso. No. 116-22, Item 8.1, Adopted 09/20/2022 Page 3 of 4 Section 6. The City hereby covenants, for the benefit of the owners of the 2022 Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a Special Tax within Improvement Area No. 4 for the payment of interest or principal of the 2022 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 7. The 2022 Bonds, when executed by the prescribed officers of the City, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2022 Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the 2022 Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the City Manager, which instructions the City Manager is hereby authorized, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the 2022 Bonds to the Underwriter or its designee in accordance with the Purchase Contract, upon payment of the purchase price therefor. Section 8. All actions heretofore taken by the officers and agents of the City with respect to the establishment of CFD No. 2015-1 and the annexation and designation of certain land therein as Improvement Area No. 4, and the sale and issuance of the 2022 Bonds are hereby approved, confirmed and ratified, and the City Manager is hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which he or she may deem necessary or advisable in order to consummate the lawful issuance and delivery of the 2022 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Any document herein approved and executed and delivered by any one of the City Manager shall be a valid and binding agreement of the City. Section 9. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED this 20th day of September 2022, by the following vote: AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez NOES: ABSENT: ABSTAIN: ATTEST: r— DocuSigned by' OUVVAtt CityEsterr Res& DocuSigned by: ‘`M(L 4rb/A4bW4b I... ayo Reso. No. 116-22, Item 8.1, Adopted 09/20/2022 Page 4 of 4